{"id":3141,"date":"2024-05-08T11:40:07","date_gmt":"2024-05-08T11:40:07","guid":{"rendered":"https:\/\/thevoz.ch\/?p=3141"},"modified":"2024-05-08T17:21:45","modified_gmt":"2024-05-08T17:21:45","slug":"shareholders-agreements","status":"publish","type":"post","link":"https:\/\/thevoz.ch\/ch-en\/news\/shareholders-agreements\/","title":{"rendered":"Shareholders’ agreements\u00a0"},"content":{"rendered":"

Shareholders’ agreements are contractual instruments frequently used in practice. They meet the need for shareholders to create personal relationships between themselves.<\/span><\/p>\n

Legally, the relationship between a shareholder and the company limited by shares (<\/span>soci\u00e9t\u00e9 anonyme<\/span><\/i>; SA) in which he or she holds a stake is strictly capitalistic. The shareholder’s obligation is therefore essentially limited to paying up the capital amount corresponding to the price of the shares subscribed. There is no duty of loyalty, either to the company or to the other shareholders (there are certain exceptions, notably where a shareholder occupies a position of de facto body of the company, through his or her concrete influence on the formation of the company’s will). Besides, the possibilities to include in the articles of associations provisions restricting shareholders’ freedom to dispose of their shares are exhaustively and restrictively provided for by law. Shareholders’ agreements allow to contractually create such rights and obligations binding the shareholders.<\/span><\/p>\n

Shareholders’ agreements are also used to regulate contractual relations between partners in limited liability companies (<\/span>soci\u00e9t\u00e9 \u00e0 responsabilit\u00e9 limit\u00e9e<\/span><\/i>; S\u00e0rl). However, the need to use this instrument in this context must be carefully considered, as limited liability company law allows a number of obligations to be incorporated directly into the articles of association, thereby reinforcing the binding effect of these obligations (particularly vis-\u00e0-vis the company or the successors). It is therefore necessary to determine on a case-by-case basis whether the rights and obligations that the partners of a limited liability company wish to regulate can be provided for in the articles of association, and if so, whether there are any grounds for preferring to regulate them in a shareholders’ agreement (for example, confidentiality, as the articles of association are accessible to the public).<\/span><\/p>\n

The legal or factual needs of shareholders that may justify recourse to a shareholders’ agreement thus vary from one company to another, depending for example on the type of company or the circle of shareholders.\u00a0<\/span><\/p>\n

Shareholder agreements may contain provisions on the following aspects in particular:<\/span><\/p>\n